0000905148-23-001648.txt : 20231218 0000905148-23-001648.hdr.sgml : 20231218 20231218210445 ACCESSION NUMBER: 0000905148-23-001648 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231214 FILED AS OF DATE: 20231218 DATE AS OF CHANGE: 20231218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 7GC & Co. Holdings LLC CENTRAL INDEX KEY: 0001826010 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39826 FILM NUMBER: 231495423 BUSINESS ADDRESS: STREET 1: 188 KING STREET STREET 2: SUITE 308 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4156303148 MAIL ADDRESS: STREET 1: 188 KING STREET STREET 2: SUITE 308 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Banzai International, Inc. CENTRAL INDEX KEY: 0001826011 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 435 ERICKSEN AVE STREET 2: SUITE 308250 CITY: BAINBRIDGE ISLAND STATE: WA ZIP: 98110 BUSINESS PHONE: 2064141777 MAIL ADDRESS: STREET 1: 435 ERICKSEN AVE STREET 2: SUITE 308250 CITY: BAINBRIDGE ISLAND STATE: WA ZIP: 98110 FORMER COMPANY: FORMER CONFORMED NAME: 7GC & Co. Holdings Inc. DATE OF NAME CHANGE: 20200924 4 1 form4.xml X0508 4 2023-12-14 0001826011 Banzai International, Inc. BNZI 0001826010 7GC & Co. Holdings LLC C/O 7GC & CO. HOLDINGS LLC 388 MARKET STREET, SUITE 1300 SAN FRANCISCO CA 94111 true true See Remarks false Class A Common Stock 2023-12-14 4 M 0 4428499 A 4428499 D Class B Common Stock 2023-12-14 5 D 0 396501 0 D Class A Common Stock 396501 5253499 D Class B Common Stock 2023-12-14 5 D 0 825000 0 D Class A Common Stock 825000 4428499 D Class B Common Stock 2023-12-14 4 M 0 4428499 0 D Class A Common Stock 4428499 0 D Warrant (Right to Buy) 11.5 2023-12-14 4 A 0 7350000 0 A Class A Common Stock 7350000 7350000 D Warrant (Right to Buy) 11.5 2023-12-14 5 D 0 7350000 0 D Class A Common Stock 7350000 0 D Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (as amended, the "Merger Agreement"), by and among 7GC & Co. Holdings Inc., a Delaware corporation (the "Issuer"), Banzai International, Inc., a Delaware corporation ("Banzai"), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer ("First Merger Sub"), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Second Merger Sub"), on December 14, 2023 (the "Closing"), (i) First Merger Sub merged with and into Banzai (the "First Merger"), with Banzai surviving the First Merger as an indirect wholly owned subsidiary of the Issuer (the "Surviving Corporation"), and, (Continued in following footnote) (Continued from prior footnote) (ii) immediately following the First Merger, the Surviving Corporation merged with and into Second Merger Sub (the "Second Merger"), with the Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of the Issuer. At the Closing, the Issuer was renamed to Banzai International, Inc. At the Closing, these shares of Class B common stock of the Issuer ("Class B Common Stock") were forfeited by the Reporting Person to the Issuer for no consideration pursuant to the terms of the non-redemption agreements entered into by the Reporting Person, the Issuer, and certain unaffiliated third parties in June 2023. At the Closing, these shares of Class B Common Stock were forfeited by the Reporting Person pursuant to share purchase agreements with ALCO Investment Company. At the Closing, these shares of Class B Common Stock were automatically converted into the shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The shares of Class B Common Stock were automatically convertible into shares of Class A Common Stock at the time of the Issuer's initial business combination and had no expiration date. These warrants became exercisable 30 days after the Closing and were surrendered, cancelled and retired at the Closing. Each of Mr. Jack Leeney, Mr. Thomas D. Hennessy and Mr. Milton Joseph Beck is a managing member of one of the managing members of the Reporting Person and served on the Issuer's Board of Directors (the "Board") as a representative of the Reporting Person before the Closing, and Mr. Jack Leeney continues serving on the Board as a representative of the Reporting Person following the Closing. By virtue of such representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director of the Issuer by deputization. /s/ Jack Leeney, Managing Member of 7GC & Co. Holdings LLC 2023-12-18